Regularisation of Delayed Filings & Amnesty Scheme Support

What is regularisation?

Regularisation is bringing a company or LLP back into compliance after it has missed ROC filings — filing what's overdue, paying the fees and any penalties, and dealing with the consequences, like a deactivated DIN or a show-cause notice.

Most defaults can be fixed. The question is how, and at what cost: some just need a late filing, others go through adjudication or compounding, and occasionally an MCA amnesty scheme makes catching up much cheaper.

The key terms

These are the routes the Companies Act offers for curing a default:

Late filing with additional fees

Most overdue forms can still be filed on the MCA portal, with additional fees for the delay. For annual returns and financial statements, that's ₹100 per day, per form, with no cap.

Adjudication

Most defaults under the Companies Act are now civil, not criminal. The ROC acts as adjudicating officer, issues a show-cause notice, and imposes a penalty by order.

Lower penalties for small entities

Small companies, OPCs, startups, and producer companies pay no more than half the normal penalty, capped at ₹2 lakh for the company and ₹1 lakh for each officer.

Compounding

For defaults that are still offences punishable with a fine, the company can apply to settle by paying a compounding fee, to the Regional Director or the NCLT depending on the amount.

Condonation of delay

Some filings can't be made after their time limit without the government's permission — registering a charge late, for example, needs condonation from the Regional Director.

Amnesty schemes

From time to time, the MCA runs one-time schemes that waive or reduce additional fees and give immunity for past delays, like the Companies Fresh Start Scheme in 2020.

Restoration

If the ROC has already struck the company off, it has to be restored by the NCLT before the pending filings can be made.

Why act now

Every consequence of non-filing gets worse with time:

Fees grow every day

Additional fees on annual filings accrue at ₹100 per day, per form, with no upper limit. Every month of delay adds to the bill.

Director disqualification

Three continuous years of non-filing disqualifies every director for five years, from every company. Regularising before that point avoids it.

Strike-off

The ROC can strike off a company that isn't filing. After that, fixing it means an NCLT restoration, which is slower and costlier.

Adjudication penalties

Separate from fees, the ROC can impose penalties on the company and each officer in default. Acting first often puts you in a better position.

Frozen opportunities

Banks, investors, and government tenders check MCA status. A company with pending filings can lose a loan, round, or contract.

Blocked filings

Many forms can't be filed until earlier ones are. A backlog blocks new changes like allotments, director appointments, or office moves.

Waiting for amnesty is a gamble

Schemes are announced without much notice, and may not come in time. Holding off for one can cost more than it saves.

Who is this for?

• Companies and LLPs that have missed annual filings for one or more years
• Companies that have received a show-cause notice or adjudication order from the ROC
• Directors whose DIN has been deactivated or disqualified
• Companies that missed an event-based filing, like a charge or director change
• Businesses that want to take advantage of an MCA amnesty scheme when one opens
• Companies already struck off that need restoring

If the company isn't doing business any more, catching up just to keep filing may not make sense. We'll compare regularising with closing it properly.

The routes compared

Which route applies depends on the default. Here's how they compare:

What we'll need from you

MCA login and history

Access to the company's MCA records, so we can see exactly which forms are pending and since when.

Books of account

Bank statements, invoices, and records for every year that hasn't been filed, so the accounts can be finalised and audited.

Auditor details

The statutory auditor for each year, or a new one if the company never appointed one.

Meeting records

Any board and general meeting records for the pending years, and the dates meetings were actually held.

Notices received

Copies of any show-cause notices, adjudication orders, or strike-off notices from the ROC.

Active DSCs and DINs

Valid DSCs for signing directors, and DIR-3 KYC completed so their DINs are active.

Additional fees and penalties depend on the forms, how late they are, and the company's size. We'll give you an estimate before anything is filed.

How regularisation works

For a company that has fallen behind on its annual filings, the work runs like this:

1. 1

   Diagnose the backlog

   We map every pending form, the fees accrued, and any notices, disqualifications, or strike-off risk, and check whether an amnesty scheme is open.

2. 2

   Reactivate DINs

   Directors with deactivated DINs file their KYC first, so they can sign the pending filings.

3. 3

   Prepare accounts and hold meetings

   Accounts for each pending year are finalised and audited, and the required board and general meetings are held, in order.

4. 4

   File in sequence

   Overdue forms are filed oldest first with the additional fees, since the MCA system often blocks later forms until earlier ones are done.

5. 5

   Deal with penalties

   Where a default attracts a penalty, we respond to the ROC's notice or apply for adjudication or compounding, claiming the small-entity limits where they apply.

6. 6

   Close out and report

   You receive a status report showing every filing made, fees paid, orders received, and what's due next.

Staying compliant afterwards

Once the backlog is cleared, a few habits keep it from building up again:

A compliance calendar

Diary every recurring date — AGM, AOC-4, MGT-7, DPT-3, MSME-1, KYC — so the backlog doesn't build up again.

Annual accounts on time

Most delays start with accounts that aren't finalised. Closing the books by the summer keeps the audit and filings on track.

One person responsible

Make someone — a director, CS, or your CA — accountable for filings, so nothing falls between the gaps.

Watch for notices

Keep the company's registered email monitored. ROC notices go there, and response deadlines are short.

Consider closing if inactive

If the company isn't doing business, a strike-off or dormant status is cheaper than filing late every year.

Track amnesty announcements

When a scheme opens, it's usually for a few months. We keep clients informed so they can use it if it helps.

Benefits and responsibilities